Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
CLANCEY DAVID
2. Issuer Name and Ticker or Trading Symbol
EDGEWATER TECHNOLOGY INC/DE/ [EDGW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Technology Officer
(Last)
(First)
(Middle)

200 HARVARD MILL SQUARE, SUITE 210
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015
(Street)


WAKEFIELD, MA 01880
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             36,880 I By Employee Stock Purchase Plan
Common Stock 03/06/2015   A 20,000 (3) A $ 0.01 218,300 D  
Common Stock 08/20/2015   P 2,088 A $ 7.15 220,388 D  
Common Stock 08/20/2015   P 112 A $ 7.18 220,500 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 6.18             (1) 03/17/2016 Common Stock
59,000
  59,000
D
 
Stock Option $ 2.84             (1) 12/10/2016 Common Stock
185,000
  185,000
D
 
Stock Option $ 2.84             (1) 06/16/2017 Common Stock
75,000
  75,000
D
 
Stock Option $ 3.15             (1) 03/09/2018 Common Stock
100,000
  100,000
D
 
Stock Option $ 3.73             (1) 03/26/2019 Common Stock
85,000
  85,000
D
 
Stock Option $ 4.2             (2) 03/06/2020 Common Stock
62,500
  62,500
D
 
Stock Option $ 6.89             (2) 03/05/2021 Common Stock
40,000
  40,000
D
 
Stock Option $ 6.99 03/06/2015   M 40,000   03/06/2016(2) 03/06/2022 Common Stock
40,000
$ 0 40,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CLANCEY DAVID
200 HARVARD MILL SQUARE
SUITE 210
WAKEFIELD, MA 01880
      EVP & Chief Technology Officer  

Signatures

/s/ Timothy R. Oakes, Attorney-In-Fact 02/16/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These options are fully vested.
(2) These options vest 33% per year from the date of grant.
(3) Restrcited stock award at the par value of $0.01 per share under Edgewater Technology, Inc. 2012 Omnibus Incentive Plan, subject to forfieture, based on time vesting provisions.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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